Akorn Inc Sample Contracts

Akorn Inc – February 5, 2019 Rajat Rai RE: Separation and Consulting Agreement Dear Raj: (March 1st, 2019)

This Separation and Consulting Agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your retirement as Chief Executive Officer and from your employment with Akorn, Inc., a Louisiana corporation (collectively with its successors and assigns, the “Company”), and all its affiliates, as the parties agreed to formalize such understandings in the letter agreement entered into between the parties December 27, 2018 and as disclosed in the Company’s filings with the SEC on Form 8-K.

Akorn Inc – February 4, 2019 Bruce Kutinsky RE: Separation and Consulting Agreement Dear Bruce: (March 1st, 2019)

This Separation and Consulting Agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your termination as Chief Operating Officer and your employment with Akorn, Inc., a Louisiana corporation (collectively with its successors and assigns, the “Company”), and all its affiliates, as the parties agreed to formalize such understandings in the letter agreement entered into between the parties January 7, 2019 and as disclosed in the Company’s filings with the SEC on Form 8-K.

Akorn Inc – AMENDMENT #1 TO EMPLOYMENT AGREEMENT (March 1st, 2019)

This Amendment (this “Amendment”) is made and entered into effective as of December 31, 2018 (“Effective Date”), by and between Rajat Rai (“Rai”), and Akorn, Inc., a Louisiana corporation (the "Company"). Rai and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Akorn Inc – Press Release (February 20th, 2019)

This press release includes statements that may constitute "forward looking statements", including expectations regarding Akorn's plans and strategy. When used in this document, the words “will,” “expect,” “continue," “believe,” “estimate,” “intend,” “could,” and similar expressions are generally intended to identify forward-looking statements. These statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A number of important factors could cause actual results of Akorn and its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (i) the effect of the Delaware court’s recent decision against Akorn on Akorn’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating resu

Akorn Inc – January 4, 2019 WARNING LETTER Case# 558914 (January 9th, 2019)

This warning letter summarizes significant violations of current good manufacturing practice (CGMP) regulations for finished pharmaceuticals. See 21 CFR, parts 210 and 211.

Akorn Inc – Form of Nonqualified Stock Option INDUCEMENT AWARD Agreement (January 8th, 2019)

This Nonqualified Stock Option Inducement Award Agreement (“Award Agreement”) is made and effective as of January 8, 2019 (“Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”) pursuant and subject to the terms and conditions set forth below.

Akorn Inc – FORM OF PERFORMANCE STOCK UNIT INDUCEMENT AWARD AGREEMENT (January 8th, 2019)

This Performance Stock Unit Inducement Award Agreement (this “Award Agreement”) is made and effective as of January 8, 2019 (the “Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”), pursuant and subject to the terms and conditions set forth below.

Akorn Inc – FORM OF RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT (January 8th, 2019)

This Restricted Stock Unit Inducement Award Agreement (this “Award Agreement”) is made and effective as of January 8, 2019 (the “Date of Grant”) between Akorn, Inc. (the “Company”) and Douglas S. Boothe (the “Participant”), pursuant and subject to the terms and conditions set forth below.

Akorn Inc – EXECUTIVE AGREEMENT (December 20th, 2018)

THIS EXECUTIVE AGREEMENT (this “Agreement”), entered into on the 20th day of December, 2018, by and between Akorn, Inc., a corporation incorporated under the laws of Louisiana (the “Company”), and Douglas S. Boothe (“Executive Officer”).

Akorn Inc – EMPLOYMENT AGREEMENT (December 17th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into on the 11th day of December, 2018, by and between Akorn, Inc., a corporation incorporated under the laws of Louisiana (the “Company”), and Jonathan Kafer (“Executive Officer”).

Akorn Inc – AKORN ASKS DELAWARE COURT TO REQUIRE FRESENIUS KABI TO FULFILL ITS OBLIGATIONS UNDER MERGER AGREEMENT (April 23rd, 2018)

LAKE FOREST, Ill., April 23, 2018 – Akorn, Inc. (NASDAQ: AKRX), today filed a complaint in Delaware Chancery Court asking that Fresenius Kabi AG be required to fulfill its obligations under the definitive merger agreement, and issued the following statement:

Akorn Inc – Press Release Akorn Shareholders Vote to Approve Merger Agreement with Fresenius Kabi (July 19th, 2017)

LAKE FOREST, Ill., July 19, 2017 (GLOBE NEWSWIRE) – Akorn, Inc. (NASDAQ:AKRX), a leading specialty generic pharmaceutical company, announced that its shareholders, at a special meeting held earlier today, have overwhelmingly voted to approve the previously announced merger agreement providing for the acquisition of Akorn by Fresenius Kabi, a subsidiary of Fresenius SE & Co. KGaA (FWB:FRE).

Akorn Inc – AKORN, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (May 4th, 2017)

This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and effective as of [DATE] (the “Date of Grant”) between Akorn, Inc. (the “Company”) and [FIRST NAME — LAST NAME] (the “Participant”), pursuant and subject to the provisions of the Akorn, Inc. 2017 Omnibus Incentive Compensation Plan (the “Plan”). Any capitalized term not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 24, 2017, among the Company, Fresenius Kabi AG, a German stock corporation, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and, solely for purposes of Article VIII thereof, Fresenius SE & Co. KGaA, a German partnership limited by shares.

Akorn Inc – AKORN, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTOR) (May 4th, 2017)

This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and effective as of [DATE] (the “Date of Grant”) between Akorn, Inc. (the “Company”) and [FIRST NAME — LAST NAME] (the “Participant”), pursuant and subject to the provisions of the Akorn, Inc. 2017 Omnibus Incentive Compensation Plan (the “Plan”). Any capitalized term not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 24, 2017, among the Company, Fresenius Kabi AG, a German stock corporation, Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and, solely for purposes of Article VIII thereof, Fresenius SE & Co. KGaA, a German partnership limited by shares.

Akorn Inc – AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 (April 24th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”).  Certain capitalized terms used in this Agreement are defined in Section 8.12.

Akorn Inc – Contract (April 24th, 2017)

VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).

Akorn Inc – Contract (April 24th, 2017)

VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).

Akorn Inc – Contract (April 24th, 2017)

VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).

Akorn Inc – Contract (April 24th, 2017)

VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).

Akorn Inc – AKORN, INC. 2014 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (May 10th, 2016)

THIS Non-Qualified Stock Option Agreement (“Award Agreement”) is made and effective as of [OPTION DATE] (“Date of Grant”) between Akorn, Inc. (the “Corporation”) and [FIRST NAME —LAST NAME] (the “Participant”) pursuant and subject to the provisions of the Akorn, Inc. 2014 Stock Option Plan (the “Plan”).  This Award Agreement is not intended to qualify as a grant of Incentive Stock Options within the meaning of Code § 422.  Unless otherwise defined herein, all terms used in this Award Agreement that are defined in the Plan shall have the meaning as defined in the Plan.

Akorn Inc – AKORN, INC. 2014 STOCK OPTION PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT (May 10th, 2016)

THIS Incentive Stock Option Agreement (“Award Agreement”) is made and effective as of [OPTION DATE] (“Date of Grant”) between Akorn, Inc. (the “Corporation”) and [FIRST NAME — LAST NAME] (the “Participant”) pursuant and subject to the provisions of the Akorn, Inc. 2014 Stock Option Plan (the “Plan”).  This Award Agreement is intended to qualify as a grant of Incentive Stock Options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  Unless otherwise defined herein, all terms used in this Award Agreement that are defined in the Plan shall have the meaning as defined in the Plan.

Akorn Inc – AKORN, INC. 2014 STOCK OPTION PLAN Form Of Restricted Stock Unit Award Agreement (May 10th, 2016)

This Restricted Stock Unit Award Agreement (the “Award Agreement”) is made and effective as of [OPTION DATE] (the “Date of Grant”) between Akorn, Inc. (the “Corporation”) and [FIRST NAME — LAST NAME] (the “Participant”), pursuant and subject to the provisions of the Akorn, Inc. 2014 Stock Option Plan (the “Plan”).  Unless otherwise defined herein, all terms used in this Award Agreement that are defined in the Plan shall have the meanings set forth in the Plan.

Akorn Inc – CONSENT MEMORANDUM (November 13th, 2015)

Reference is hereby made to that certain Loan Agreement, dated as of April 17, 2014 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Akorn, Inc., as the Borrower (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto from time to time (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

Akorn Inc – EMPLOYMENT AGREEMENT (October 13th, 2015)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into on the 5th day of October, 2015, by and between Akorn, Inc., a corporation incorporated under the laws of Louisiana (the “Company”), and Duane Portwood (“Executive Officer”).

Akorn Inc – Akorn Receives NASDAQ Delinquency Notice Notice Expected Due to Akorn's Restatement Process (May 18th, 2015)

LAKE FOREST, Ill., May 18, 2015 (GLOBE NEWSWIRE) -- Akorn, Inc. (Nasdaq:AKRX) today announced it has received a notice from NASDAQ stating the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing because it has not yet filed its Form 10-Q for the quarter ended March 31, 2015 by the due date of May 11, 2015.

Akorn Inc – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (December 12th, 2014)

On October 1, 2014, Oak Pharmaceuticals, Inc. (“Oak”), a Delaware corporation and wholly owned subsidiary of Akorn, Inc. (“Akorn” or the “Company”), entered into a Product Acquisition Agreement (the “Purchase Agreement” or the “Acquisition”) with Sunovion Pharmaceuticals Inc., a Delaware corporation (“Sunovion”) for the acquisition of rights, title, interest, and inventory to one branded product, Xopenex® (Levalbuterol HCl) Inhalation Solution (the “Product”). The purchase consideration of $41.5 million, net was paid in cash at closing, net of certain liabilities for product return reserves, rebates, and chargeback reserves, assumed by Oak subject to a cap.  The acquired assets were deemed to constitute a business in a transaction accounted for under the purchase method of accounting for business combinations.

Akorn Inc – XOPENEX INHALATION SOLUTION (A Product Line of Sunovion Pharmaceuticals Inc.) Abbreviated Financial Statements As of and for the Year Ended March 31, 2014 (With Independent Auditors’ Report Thereon) And As of June 30, 2014 and for the Fiscal Quarters Ended June 30, 2014 and 2013 (Unaudited) (December 12th, 2014)

We have audited the accompanying abbreviated financial statements of Xopenex Inhalation Solution (a product line of Sunovion Pharmaceuticals Inc.) (Xopenex), which comprise the statement of  assets acquired and liabilities assumed as of March 31, 2014, the statement of revenues and direct expenses for the year then ended, and the related notes to the abbreviated financial statements.

Akorn Inc – VPI Holdings Corp. Consolidated Financial Statements Years Ended December 31, 2013 and 2012 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee. (October 27th, 2014)

We have audited the accompanying consolidated financial statements of VPI Holdings Corp., which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Akorn Inc – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (October 27th, 2014)

On August 12, 2014, Akorn Enterprises II, Inc., a wholly owned subsidiary of Akorn Inc. ("Akorn", or the "Company") completed its Agreement and Plan of Merger ("the Merger") with and into VPI Holdings Corp., ("VPI", or “VersaPharm”), as result of which VPI has been acquired by, merged into, and became wholly owned by Akorn in a transaction accounted for under the purchase method of accounting for business combinations. Akorn paid a total purchase price of $433.0 million to acquire all of the outstanding equity interests of VPI, subject to various post-closing adjustments related to working capital, cash, transaction expenses and funded indebtedness.

Akorn Inc – VPI Holdings Corp. Consolidated Financial Statements Years Ended December 31, 2012 and 2011 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee. (October 27th, 2014)

We have audited the accompanying consolidated financial statements of VPI Holdings Corp., which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Akorn Inc – VPI Holdings Corp. Condensed Consolidated Financial Statements Six Months Ended June 30, 2014 and 2013 (October 27th, 2014)
Akorn Inc – CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[***]” have been omitted, and such omitted portions have been filed separately with the Securities and Exchange Commission (SEC). Confidential treatment has been requested with respect to the omitted portions. PRODUCT ACQUISITION AGREEMENT By and Among SUNOVION PHARMACEUTICALS INC. (the Seller) OAK PHARMACEUTICALS, INC. (the Purchaser) and AKORN, INC. (solely as Guarantor) (October 1st, 2014)

This Product Acquisition Agreement (this “Agreement”) is entered into as of September 30, 2014, by and among Sunovion Pharmaceuticals Inc., a Delaware corporation (“Seller”), Oak Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”) and Akorn, Inc., a Louisiana corporation (“Parent”).

Akorn Inc – INCREMENTAL FACILITY JOINDER AGREEMENT (August 15th, 2014)

INCREMENTAL FACILITY JOINDER AGREEMENT dated as of August 12, 2014 (this “Incremental Joinder”), by and among AKORN INC., a Louisiana corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) under the Loan Agreement (as defined below), each INCREMENTAL TERM LENDER (as defined below) and each of the other LOAN PARTIES party hereto.

Akorn Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (June 27th, 2014)

On April 17, 2014, Akorn, Inc. ("Akorn", or the "Company") completed its merger ("the Merger") of Hi-Tech Pharmacal Co. Inc. ("Hi-Tech") in a transaction accounted for under the purchase method of accounting for business combinations. Akorn paid a total purchase price of $649,558,000 to acquire all of the outstanding Hi-Tech common shares, stock options and payments for key executives principally funded through debt.

Akorn Inc – HI-TECH PHARMACAL CO., INC. CONDENSED CONSOLIDATED BALANCE SHEETS (June 27th, 2014)